Mar 31, 2015
Dear members,
The Directors have pleasure in presenting the 23rd Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31st March, 2015.
THE STATE OF THE COMPANY'S AFFAIRS ARE AS UNDER:
I. FINANCIAL RESULTS:
The Highlights of the Standalone and Consolidated Financial Results of
the Company are summarized as under:
(Rs in Lacs)
STANDALONE
2014-15 2013-14
Gross Revenue 18.93 29.49
Earnings Before Interest, Depreciation 4.80 19.26
&Amortisation & Taxes
Less: Interest and Finance Charges 0.15 0.45
Less: Depreciation 3.80 17.39
Profit before tax 0.84 1.42
Less: Tax Expenses / Differed Taxes (10.48) (4.37)
Profit after tax 11.32 5.79
Profit for the year 11.32 5.79
Paid Up Equity Share Capital 1,015 1,015
II. FINANCIAL PERFORMANCE:
During the year under review your company at Standalone level,
reported Gross Revenue from operations which is stood at Rs.18.93
lakhs compared with Rs.29.49 lakhs in the Previous Year. The Operating
Profit before tax stood at Rs.4.80 lakhs as against Rs.19.26 lakhs in
the Previous Year. The Net Profit for the year stood at Rs.11.32 lakhs
against Rs.5.79 lakhs reported in the Previous Year.
The Consolidated Gross Revenue from operations for FY 2015 was placed
at Rs. 19.44 Lakhs (Previous Year: Rs. 29.49 Lakhs), registering a
decline of 52 %. The Consolidated Operating Profit stood at Rs. 5.11
Lakhs Previous Year Rs. 19.26 Lakhs). The Consolidated Profit after
tax stood at Rs. 11.54 lakhs (Previous Rs 5.79 lakhs).
III. TRANSFER TO RESERVES:
During the year under review, the Company do not proposes to transfer
NIL amount to reserves.
DIVIDEND:
In order to conserve the resources of the company, the Directors do
not recommend any dividend for the Financial Year 2014-15.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Since your Company and their subsidiary does not own any manufacturing
facility, the requirement pertaining to disclosure of particulars
relating to conservation of energy, research and development and
technology absorption, as prescribed under the Companies (Disclosure
of particulars in the report of Board of Directors) Rules 1988 are not
applicable. The Foreign exchange earnings and expenditure of the
Company during the year under review were Rs. NIL.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors
confirm that -
a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year end of the profit of
the company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis.
e) the directors, had laid down internal financial controls to be
followed by the company and such internal financial controls are
adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CHANGE IN REGISTERED OFFICE:
During the year under review, the company's registered office was
shifted From BlockNo.19, Yashwantrao Chauvhan Sankul, Near Nagarpalika
Hospital, Lonavala, Dist.Pune- 410401 To 403, Kane Plaza, Mind Space,
Off Link Road, Malad (West), Mumbai-400064 w.e.f. 10th May, 2015 for
better administrative and economic control which will reduce overheads
and enable the company to rationalize and streamline its operational
efficiency.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3)
of the Companies Act, 2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014 is attached as ANNEXURE-I to this
Report.
NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors has met seven times during the financial year
2014-15. Detailed information is given in the Corporate Governance
Report.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Independent directors have submitted the Declaration of
independence, as required pursuant to section 149(7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in sub-section (6).
NOMINATION AND REMUNERATION COMMITTEE:
The Company's policy on directors' appointment and remuneration
including criteria for determining qualifications, positive
attributes, independence of a director and recommend to the Board a
policy, relating to the remuneration for the directors, key managerial
personnel and other employees has been attached as ANNEXURE-II to this
report.
SECRETARIAL AUDIT REPORT:
The Board has appointed Ms. Monika Thanvi, Practising Company
Secretary, to conduct Secretarial Audit for the financial year ended
31st March, 2015. The Secretarial Audit Report for the financial year
ended 31st March, 2015 is annexed herewith marked as ANNEXURE-III to
this report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
AUDITORS
M/s. G.R. Modi & Co., Chartered Accountants, Statutory Auditors of the
Company having registration number FRN No.112617W hold the office from
the conclusion of 22nd Annual General Meeting until the conclusion of
the 25th Annual General Meeting and pursuant to Section 139 of the
Companies Act, 2013; the Company hereby places the matter relating to
such appointment for ratification by members at this annual general
meeting. The Company has received a certificate from the statutory
auditors to the effect that their re-appointment, if made, would be
within the limits prescribed. The statutory auditors have also
confirmed that they hold a valid certificate issued by the "Peer
Review Board" of The Institute of Chartered Accountants of India.
There are no qualifications, reservations or adverse remarks or
disclaimers made M/s. G.R. Modi & Co., Statutory Auditors, in their
report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 (1) OF COMPANIES ACT, 2013:
There were no related party transactions (RPTs) entered into by the
Company during the financial year, which attracted the provisions of
section 188 of Companies Act, 2013. There being no 'material'
related party transactions as defined under clause 49 of the Listing
Agreement, there are no details to be disclosed in Form AOC-2 in that
regard.
During the year 2014-15, pursuant to section 177 if the Companies Act,
2013 and clause 49 of the Listing Agreement, all RPTs were placed
before Audit Committee for its prior/omnibus approval.
The policy on RPTs as approved by Board is uploaded on the Company's
website www.hazoormultiproiect.com
RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of
Directors of the Company.
The Company's internal control systems are commensurate with the
nature of its business and the size and complexity of its operations.
These are routinely tested and certified by Statutory as well as
Internal Auditors.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD:
The Chairman of the Board had one-on-one meetings with the Independent
Directors and the Chairman of the Nomination and Remuneration
Committee had one-on-one meetings with the Executive and Non-Executive
Directors. These meetings were intended to obtain Directors' inputs
on effectiveness of Board/Committee processes. The Board considered
and discussed the inputs received from the Directors. Further, the
Independent Directors at their meeting, reviewed the performance of
Board, Chairman of the Board and of Non- Executive Directors.
DIRECTORS:
During the year under review, following changes took place in the
composition of the Board of Directors of the Company:
Appointment/ Re-appointment/ Change in Designation of Director
Appointment
During the year under review, the Board appointed Mr. Ashish Kankani
as Additional Director with effect from 9th August, 2015. Further
Board after approval of Shareholder in Annual General Meeting
confirmed Mr. Ashish Kankani as Independent director to the Board.
Re-appointment
Mr. Vineet Garg, Director of the Company will retire by rotation at
the ensuing Annual General Meeting and being eligible, offers himself
for re-appointment. The Board recommends his reappointment.
Change in Designation of Director
Mrs. Chanda V. Garg was co-opted as Additional Director on Board
w.e.f. 31st March, 2015 and her term expires at the ensuing Annual
General Meeting and being eligible, offers herself for reappointment.
The Board recommends her appointment as a Director of the Company
liable to retire by rotation.
KEY MANAGERIAL PERSONNEL:
Appointment/Resignation
During the year under review, Mr. Vineet Garg was appointed as a Chief
Financial Officer(CFO) of the Company with effect from 31st March,
2015.
During the year under review, Mr. V.I. Garg was appointed as Managing
Director with effect from 31st March, 2015 for a period of 5 years
w.e.f 1st April, 2015 subject to approval of shareholder in the
forthcoming AGM.
During the year under review Ms. Raina Shah has resigned from the post
of Company Secretary & Compliance Officer w.e.f. 30th September,
2014.Her contribution to the organization and its success will always
be appreciated.
Consequent to resignation of Ms. Raina Shah as Compliance Officer, Mr.
Shrikant Bahera has been appointed as Compliance Officer of the
Company with immediate effect from 30th September, 2014.Furhter Mr.
Shrikant Bahera tendered his Resignation on 31st March, 2015 and his
place Mr. Pradeep Vyas has been appointed as Company Secretary cum
Compliance Officer.
Note: - 1. Mr. Pradeep Vyas was appointed as Company Secretary and
Compliance Officer of the Company w.e.f. 1st April, 2015 and resigned
w.e.f. 27thMay, 2015.
2. Mr. Ravi Shelke was appointed as Company Secretary and Compliance
Officer of the Company w.e.f. 1st June, 2015.
SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company has only one subsidiary Aambey Valley Mountains Private
Limited (Formerly Known as Hazoor Aambey Valley Developers Pvt. Ltd.)
was mainly engaged in the business of Real Estate. During the year
under review, there are no companies which has become/ ceased to
become a Subsidiary/ Joint Ventures/ Associate Companies.
The Report on the performance and financial position of each of the
subsidiaries, associates and joint venture companies in Form AOC-1
pursuant to first proviso to sub-section (3) of Section 129 of the
Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is
attached as ANNEXURE-V to this Report.
* Aambey Valley Mountains Private Limited ceased to be Subsidiary of
the Company w.e.f 30th June, 2015.
DEPOSITS:
The Company has not accepted any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:
There are no orders passed by the regulator or courts or tribunals
against the Company impacting status as going concern on its
operations.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The details pertaining to adequacy of internal financial controls with
reference to the Financial Statements pursuant to Rule 8 (5) (viii) of
the Companies (Accounts) Rules, 2014 are included in Management
Discussion & Analysis, which forms part of this report.
AUDIT COMMITTEE:
The Audit Committee of the Board pursuant to Section 177(2) of the
Companies Act, 2013and Rule 6 of the Companies (Meetings of Board and
its Powers) Rules, 2014 consist of Three Directors. Out of which two
directors are Independent Directors and constitutes majority.
POLICIES OF THE COMPANY:
Your Company has posted the following documents on its website
www.hazoormultiproject.com:
1. Code of Conduct and Ethics
2. Whistle Blower Policy (Vigil Mechanism)
3. Related Party Transaction Policy
4. Familiarisation Programme for the benefit of the Independent
Directors
5. Nomination and Remuneration Policy
Remuneration
Name of of Director % increase in
Director / /KMP for remuneration in
KMP and Financial the Financial
Sr.No. Designation Year 2014-15 Year 2014-15
V. I. Garg
1 (Managing
Director) Nil Nil
Vineet Garg
(Chief
2 Financial
Officer & Nil Nil
Executive
Director)
Ashish Kankani
3 (Non-Executive,
Independent
Director) Nil Nil
Paresh Sampat
4 (Non-Executive
Independent
Director) Nil Nil
Deenbandhu
Upasani (Non-
5 Executive
Independent
Director) Nil Nil
Mrs. Chanda Garg
6 (Non-Executive
Director) Nil Nil
Ms. Raina Shah*
(Company
7 Secretary &
Compliance 18000 p.m Nil
Officer)
Mr. Pradeep
Vyas **
8 (Company
Secretary & 25000 p.m Nil
Compliance
Officer)
Mr. Ravi
Shelke#
(Company
9 Secretary &
Compliance
Officer) 30000 p.m Nil
Sr.No. Name of Director/ Ratio of
KMP and Designation Remuneration to Comparison of the
each Director/ to Remuneration of
median the KMP against
remuneration of the performance of
employees the Company
1 V.I Garg (Managing Nil
Director)
2 Vineet Garg (Chief Nil
Financial Officer
& Executive Director
3 Ashish Kankani (Non- Nil
Executive Independent
Director)
4 Paresh Sampat (Non- Nil
Executive, Independent
Director
5 Deenbandhu Upasani Nil
(Non- Executive Independent
Director)
6 Mrs. Chanda Garg (Non- Nil
Executive Director)
7 Ms. Raina Shah* Nil Profit Before Tax
(Company Secretary & decreased by 41 %
Compliance Officer) and Profit After Tax
increased by 96 % in
Standalone Financial
Year 2014-15
&
8 Mr. Pradeep Vyas** Nil Profit Before Tax
(Company Secretary & decreased by 19 %
Compliance Officer) and Profit After Tax
increased by 99 % in
9. Mr. Ravi Shelke# Nil Consolidated Financial
(Company Secretary & Year 2014-15
Compliance Officer)
*: Raina Shah, Company Secretary of the Company has been resigned
w.e.f. 30.09.2014.
**: Mr. Pradeep Vyas was appointed as Company Secretary from 1.04.2015
and resigned on 27.05.2015.
#: Ravi Shelke, Company Secretary of the Company has been appointed
w.e.f. 01.06.2015.
ii) The median remuneration of employees of the Company during the
financial year was Rs. 0.87 lakh.
iii) In the financial year, there was an decrease of 34% in the median
remuneration of employees;
iv) There were 5 permanent employees on the rolls of Company as on
March 31, 2015;
v) Relationship between average decrease in remuneration and company
performance:- The Profit before Tax for the financial year ended March
31, 2015 decreased by 41% whereas the decrease in median remuneration
was 34%. The average decrease in median remuneration was in line with
the performance of the Company.
vi) Comparison of Remuneration of the Key Managerial Personnel(s)
against the performance of the Company:
The total remuneration of Key Managerial Personnel increased by 84%
from Rs. 0.29 Lakhs in 2013-14 to Rs. 1.84 Lakhs in 2014-15 whereas
the Profit before Tax decreased by 41% to 0.84 Lakhs in 2014-15 (Rs.
1.42 Lakhs in 2013-14).
vii) a) Variations in the market capitalisation of the Company : The
market capitalisation as on March 31, 2015 was Rs. 3.45 Crore (Rs.
1.12 Crore as on March 31, 2014)
b) Price Earnings ratio of the Company was 34 as at March 31, 2015 and
was 44 as at March 31, 2014
c) Percent increase over/ decrease in the market quotations of the
shares of the company as compared to the rate at which the company
came out with the last public offer in the year-
The Company has not come out with an IPO, it was listed pursuant to
the Scheme of Arrangement through the Hon'ble High Court for the
State of Maharashtra Judicature at Bombay, its order dated 28/03/2002
under section 391 and 394of Companies Act, 1956.
viii) Average percentage decrease made in the salaries of employees
other than the managerial personnel in the last 3 Financial year i.e.
2014-15 was 39.83 % whereas No increase or decrease in the managerial
remuneration for the same 3 financial year.
ix) The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of Directors
based on the recommendations of the Human Resources, Nomination and
Remuneration Committee as per the Remuneration Policy for Directors,
Key Managerial Personnel and other Employees.
x) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year - Not Applicable;
and
xi) It is hereby confirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel and other
Employees.
None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Internal financial controls with reference to the financial statements
were adequate and operating effectively
PRESENTATION OF FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March,
2015 have been disclosed as per Schedule III to the Companies Act,
2013.
CONSOLIDATED FINANCIAL STATEMENT
The directors also present the audited consolidated financial
statements incorporating the duly audited financial statements of the
subsidiaries and joint venture and as prepared in compliance with the
Companies Act, 2013, Accounting Standards and the Listing Agreement as
prescribed by SEBI.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with stock exchanges, a
separate section titled 'Corporate Governance' has been included
in this Annual Report, alongwith Statutory Auditor's certificate on
its compliance.
ACKNOWLEDGEMENT:
The Board place on record their appreciations of the whole hearted and
sincere co-operation received by the Company during the year from the
employees, customers/ clients, bankers and various Government
authorities at all levels.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
MR. V. I. GARG MR.PARESH SAMPAT
MANAGING DIRECTOR NON EXECUTIVE CHAIRMAN
(DIN NO. 00409946) (DIN NO. 00410185)
DATE: 03rd August, 2015
PLACE: Mumbai
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their Twenty Second Annual
Report of the Company together with the Audited statement of Accounts
for the year ended March 31, 2014.
Financial Highlights:
The Company''s financial performance, for the year ended March 31, 2014
is summarized below:
(Rs in Lacs)
STANDALONE CONSOLIDATED
2013-14 2012-13 2013-14 2012-13
Gross Revenue 29.49 25.01 29.49 26.32
Earning Before Interest, Taxes & 19.26 14.14 19.26 14.66
Depreciation
Less: Interest and Finance Charges 0.45 0.62 0.45 0.62
Less: Depreciation 17.39 17.39 17.39 17.39
Profit/(Loss) before tax 1.42 (3.87) 1.42 (3.35)
Less: Tax Expenses (4.37) (4.96) (4.37) (4.96)
Profit after tax 5.79 1.09 5.79 1.61
Share of Profit from Associates NIL NIL
Profit for the year 5.79 1.09 5.79 1.61
Paid Up Equity Share Capital 1,015.00 1,015.00 1,015.00 1,015.00
Operation
The Gross revenue of the Company for the financial year under review
was Rs.29.49 Lacs against Rs. 25.01 Lacs for the previous financial
year. The Earnings before Interest, Taxes and Depreciation (EBIDTA) was
Rs.19.26 Lacs against Rs. 14.14 Lacs for the previous year. The profit
before tax (after interest and depreciation) was Rs. 1.42 Lacs and
profit after tax was Rs. 5.79 Lacs for the financial year as against
loss of Rs. 3.87 Lacs and profit of Rs. 1.09 Lacs respectively for the
previous year.
Dividend
In order to conserve resources for the future growth, your Directors
have not recommended any dividend for the financial year ended March
31, 2014.
Changes In Share Capital
During the year, Company has not made any allotment of Equity or
preference Shares. Change in Registered Office
During the year under review, the company''s registered office was
shifted From Row House No.12, Sector No.5, Kumar City, Kalyani Nagar,
Vadgaon, Sheri, Pune-411014 To BlockNo.19, Yashwantrao Chauvhan Sankul,
Near Nagarpalika Hospital, Lonavala, Dist.Pune- 410401 w.e.f. 21st
June, 2014.
The Company is engaged in business of Real Estate & Infrastructure
Developments with corporate office located in city of Mumbai. All
directors and senior Management team of the group is located in Mumbai.
All the major operational activities related future Real Estate
projects are proposed to be carried in the Mumbai city. Therefore, with
a view to exercise better administrative and economic control which
will reduce overheads and enable the company to rationalize and
streamline its operational efficiency, the Board of Director considers
it fit to shift the registered office of the Company from Lonavala in
Pune District to the city of Mumbai State of Maharashtra, subject to
shareholders approval in the forthcoming AGM.
Fixed Deposits
Your company has not invited or renewed deposits from the
public/shareholders in accordance with Section 73 of the New Companies
Act, 2013.
Company Secretary and Compliance Officer
During the year under review, pursuant to the provisions of Clause
30(b) of the listing agreement, Company have appointed Ms. Raina Shah
as Company Secretary and Compliance Officer w.e.f. 28th February, 2014.
Employees
Since the Real Estate and infrastructure development activities was
carried out by the subsidiary of the company, the staff strength of the
Company comprises of few selected highly qualified and experienced
professionals who are in charge of the administration and financial
management of the company. Employee relations continue to be cordial.
During the year under review, there was no employee employed throughout
the financial year who was in receipt of remuneration in excess of the
limits prescribed under section 217 (2A) of the Companies Act, 1956,
read with companies (Particulars of Employee) Rules, 1975.
Consolidated Financial Statement
Your Company has prepared Consolidated Financial Statements in
accordance with the applicable Accounting Standards. The Consolidated
Financial Statements reflect the results of the Company and that of its
subsidiary. As required by Clause 32 of the Listing Agreement with
Stock Exchanges, the Audited Consolidated Financial Statements together
with the Independent Auditors'' Report thereon are annexed and form part
of this Annual Report.
The Gross revenue of the Company for the financial year under review
was Rs.29.49 Lacs against Rs. 26.32 Lacs for the previous financial
year. The Earnings before Interest, Taxes and Depreciation (EBIDTA) was
Rs.19.26 Lacs against Rs. 14.66 Lacs for the previous year. The profit
before tax (after interest and depreciation) was Rs. 1.42 Lacs and
profit after tax was Rs. 5.79 Lacs for the financial year as against
loss of Rs. 3.35 Lacs and profit of Rs. 1.61 Lacs respectively for the
previous year.
Subsidiaries
During the year under review, Aambey Valley Mountains Private Limited
(Formerly Known as Hazoor Aambey Valley Developers Private Limited)
(100%) subsidiary Company is non- material, non-listed subsidiary
company as defined under Clause 49 of the Listing Agreement entered
into with the Stock Exchanges.
During the year under review, Company has made divestment of holding in
the subsidiary company (55%) Hazoor Township Developers Private Limited
and it ceased to be the subsidiary of the Company w.e.f. 22nd March,
2014.
In terms of the provisions of Section 212 of the Companies Act, 1956,
the Company was required to attach the Annual Reports of the Subsidiary
Company and the related detailed information to the Balance Sheet of
the Holding Company. However, the Ministry of Corporate Affairs vide
their General Circular No. 2/2011 dated 8th February, 2011 read
together with General Circular No. 3/2011 dated 21st February, 2011,
granted general exemption to the companies under section 212(8) of the
Companies Act, 1956 from the requirement to attach detailed financial
statements of each subsidiary Company. Accordingly, the Annual Report
does not contain the financial statements of the subsidiaries. The
detailed financial statements and audit reports of the Subsidiary
Company is available for inspection at the Registered Office of the
Company and of the concerned subsidiary company. Upon written request
from a Shareholder, your Company will arrange to send the financial
statements of Subsidiary Companies to such Shareholder.
A statement pursuant to Section 212(1)(e) and 212(8) of the Companies
Act, 1956, is annexed herewith.
Corporate Governance
Your Company is committed to high standards of the corporate ethics,
professionalism and transparency. More than half of the Board is
composed of independent directors and less than one-third of the
directors are executive / wholetime. A separate section titled "Report
on Corporate Governance" along with the Auditors'' Certificate on
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement, is annexed hereto and forms a part of this report. A
Certificate of the CEO of the Company in terms of sub-clause(v) of
Clause 49 of Listing Agreement, inter alia, confirming the correctness
of the financial statements, adequacy of the internal control measures
and reporting of matters to the Audit Committee, is also annexed.
A certificate from the practicing Company Secretary confirming
compliance with the conditions of the Clause 49 of the Listing
Agreement(s) is also attached. The Company is in compliance with the
requirements and disclosures that have to be made in this regard.
Management''s Discussion and Analysis Report
Management''s Discussion and Analysis Report for the year under review,
is presented in a separate section forming part of the Annual Report.
General Shareholder''s Information
Detailed information in this regard is provided in this section
''General Shareholder Information'' forming part of this Annual Report.
Directors
Mr. Ashish Garg, Managing Director resigned w.e.f. 31.12.2013. The
Board places on record its appreciation for his services accorded to
your company.
During the year under review, Mr. Ashish Kankani was appointed as an
Additional Director in the category of non-executive, independent
director of the Company, in the meeting of the Board held on 09 August,
2014, to hold office upto the date of the ensuing Annual General
Meeting (AGM) of the Company. Resolution for appointment of Mr. Ashish
Kankani is put up for the approval of shareholders in the Notice of
AGM.
Pursuant to the provisions of the Companies Act, 2013 which have been
enacted with effect from 1 April 2014, Mr. Ashish Kankani if appointed
at the forthcoming AGM shall be an ''independent director'' under the
said Act for a period of 5 years with effect from the date of the AGM.
Details regarding Directors proposed to be appointed at the Annual
General Meeting to be held on September 25, 2014, due to changes
arising from the implementation of the Companies Act, 2013 are provided
in the Explanatory statement of the Notice convening the Annual General
Meeting.
In light of the provisions of the Companies Act, 2013, the information
as required to be disclosed under clause 49 of the listing agreement in
case of re-appointment of independent director is provided in the
Notice of the forthcoming annual general meeting.
As per the provisions of the Companies Act, 2013, Independent Directors
are required to be appointed for a term of five consecutive years and
shall not be liable to retire by rotation. Accordingly, resolutions
proposing appointment of Independent Directors form part of the Notice
of the Annual General Meeting. All independent directors will retire at
the ensuing Annual General Meeting and being eligible offer themselves
for re-election.
Pursuant to section 149(4) of the Companies Act, 2013, every listed
company is required to appoint at least one third of its directors as
independent directors. The Board already has half of its directors in
the category of independent directors in terms of the provisions of
clause 49 of the listing agreement. The independent directors Mr.
Paresh Sampat & Mr. Deenbandhu Upasani are retiring from directorship
by rotation at the ensuing Annual General Meeting in terms of the
provision of erstwhile Companies Act of 1956, and will be appointed /
re-appointed for a term of 5 years and they are not liable to retire by
rotation. The Board therefore, appointed the existing independent
directors under clause 49 as ''independent directors'' pursuant to
Companies Act, 2013, subject to approval of shareholders.
As required under the said Act and the Rules made thereunder, the same
is now put up for approval of members at the ensuing annual general
meeting. Necessary details have been annexed to the Notice of the
meeting in terms of section 102(1) of the Companies Act, 2013.
The independent directors have submitted the declaration of
independence, as required pursuant to section 149(7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in sub-section(6).
With the appointment of independent directors, the conditions specified
in the Act and the Rules made thereunder as also under new clause 49 of
the listing agreement stand complied.
Directors'' Responsibility Statement
The Directors confirm that:
1. in the preparation of annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
2. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profits of the
Company for that period.
3. they have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities: and
4. they have prepared the annual accounts on a going concern basis.
5. Proper systems are in place to ensure compliance of all laws
applicable to the Company. Auditors and Auditors'' Report
The terms of office of M/s. G. R. Modi & Co, Chartered Accountants,
(Firm No. 112617W) Statutory Auditor of the Company will expire with
the conclusion of forthcoming Annual General Meeting of the Company.
The Company has received necessary consent letter and the certificates
from the Auditor regarding their eligibility under section 139 and
section 141 of the Companies Act, 2013 for their appointment.
Accordingly, the approval of the Shareholders for the appointment of
M/s. G. R. Modi & Co, Chartered Accountants as Statutory Auditors of
the Company to hold office from the conclusion of this AGM until the
25th AGM, subject to ratification by shareholders at each AGM to be
held hereafter and to fix their remuneration for the year 2014-15. A
resolution proposing appointment of M/s. G. R. Modi & Co as the
Statutory Auditors of the Company pursuant to Section 139 of the
Companies Act, 2013 forms part of the Notice. The Auditors'' Report to
the members on the Accounts of the Company for the financial year ended
March 31, 2014 does not contain any qualification.
Disclosure of Particulars with respect to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo.
Since your Company and their associate does not own any manufacturing
facility, the requirements pertaining to disclosure of particulars
relating to conservation of energy, research and development and
technology absorption, as prescribed under the companies (Disclosure of
particulars in the report of Board of Directors) Rules 1988 are not
applicable.
The foreign exchange earnings and expenditure of the Company during the
year under review were Rs. NIL.
Green Initiatives
Electronic copies of the Annual Report 2014 and notice of the 22nd AGM
are sent to all the members whose email address are registered with the
Company /Depository Participant(s). For members who have not registered
their email addresses, physical copies of the Annual Report 2014 and
the notice of 22nd AGM are sent in the permitted mode. Members
requiring physical copies can send a request to the Company Secretary.
The Company is providing e-voting facility to all members to enable
them to cast their votes electronically on all resolutions set forth in
Notice. The instructions for e-voting are provided in the Notice.
Acknowledgements:
The Board of directors places on record its sincere appreciation for
the dedicated efforts put in by all employees, their commitment and
contribution at all levels, in most difficult and challenging
environment during the year. Your Directors would like to record their
sincere appreciation for the support and co-operation that your Company
received from business associate and other strategic partners of the
company.
Your Directors wish to place on record their sincere appreciation and
thanks for the valuable co- operation and support received from the
Registrar of Companies, Maharashtra, Regional Director, Western Region,
Ministry of Company Affairs, Company''s bankers, financial institutions,
Regulatory Authorities, Stock Exchanges and shareholders at large and
look forward to the same in greater measure in the coming years.
By Order of the Board
Paresh Sampat
Non Executive Chairman Place: Pune
(DIN- 00410185) Dated: 09th August, 2014
Mar 31, 2013
The Members of Hazoor Multi Projects Limited
The Directors have pleasure in presenting their Twenty First Annual
Report of the :company together with the Audited statement of Accounts
for the year ended March 31, 2013,
FINANCIAL RESULTS:
The salient features of the Company''s standalone and consolidated
financial results for the year under review are as follows:
(Rs. In Lacs)
STANDALONE CONSOLIDATED
31.03.2013 31.63.2012 31.03.2013 31.03.2012
Income from
Operations NIL NIL NIL 174.52
Other Income 25.01 0.45 26.32 3.53
Total Income 25.01 0.45 26.32 178.05
Profit/(Loss)
(before Interest, 14.14 (20.14) 14.66 (0.65)
depreciation
and tax
Less: Interest
and Finance 0.62 0.96 0.62 0.98
Charges
Less: Depreciation 17.39 17.39 17.39 17.39
Profit/(Loss)
before tax (3.87} (38,50) (3,35) (19.02)
Less: Tax Expenses (4.96) 36.55 (4.96) 36.55
Profit /(Loss)
after tax 1.09 (75.05) 1.61 (55.57)
Share of Profit from NIL NIL
Associates
Profit / (Loss)
for the year 1.09 (75.05) 1.61 (55.57)
Paid Up Equity Share 1015.00 1015.00 1015.00 1015.00
Capital
APPROPRIATION:
In order to conserve resources for future growth, your Directors do not
recommend any dividend for the year under review.
PERFORMANCE REVIEW:
During the year under renew, the total income of your company was
higher at Rs.25.01 Lacs as against Rs.0.45 Lacs in the previous year.
The company has made Standalone operating profit before interest,
depreciation and tax of Rs. 14.14 lacs against operating loss of
Rs.20.14 lacs in the previous year.
The consolidated revenue of the company was Rs.26.32 lacs as against
Rs. 178.05 lacs in the previous year. The Consolidated Operating profit
before interest, depreciation and tax is Rs. 14.66 lacs in the current
year as against the operating loss of Rs.0.65 lacs in the previous
year. The Consolidated Net profit was Rs.1.61 lacs as against loss of
Rs. 55.57 lacs in the previous year.
CHANGES IN REGISTERED OFFICE:
The company''s registered office is shifted from Anandi, 68, TMV
Colony Mukund Nagar, Off Pune-Satara Road,Pune-411037 to Row House No.
12, Sector No.5, Kumar City, Kalyani Nagar, Vadgaon Sheri, Pune- 411014
w.e.f. 14th June, 2013.
CHANGES IN SHARE CAPITAL:
During the year, Company has not made any allotment of Equity or
preference Shares.
AUDITORS REPORT:
The observations made by the Auditors in their Report are Self
Explanatory and need no further elaboration u/s 217(3) of the Companies
Act, 1956.
CONSOLIDATED ACCOUNTS:
In accordance with Accounting Standard AS-21 & AS-27 prescribed by the
Institute of Chartered Accountants of India, the Consolidated Accounts
of the Company and its Subsidiaries and Joint Ventures along with
Auditors Report thereon is annexed to this report.
FIXED DEPOSITS:
Your company has not invited or renewed deposits from the
public/shareholders in accordance invite Section 58 A of the Companies
Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
The details of the operations and future outlook of the Company are
given in the MD& A as per Annexure I
CORPORATE GOVERNANCE:
Your Company attaches considerable significance to good Corporate
Governance as an important step towards building investor confidence,
improve investors'' protection and maximize long term shareholder
value. Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a compliance report on Corporate Governance has been annexed
hereto as Annexure II. A certificate from the practicing Company
Secretary confirming compliance with the conditions of the Clause 49 of
the Listing Agreement(s) is also attached.
The Company is in compliance with the requirements and disclosures that
have to be made in this regard. The Auditors'' Certificate on
compliance with Corporate Governance requirements by the Company forms
part of the said report. In terms of sub-clause (v) of Clause 49 of the
Listing Agreement, a certificate from CEO/CFO, inter alia, confirming
the correctness of the financial statements, adequacy of internal
control measures and reporting of matters to the Audit and Compliance
Committee in terms of the said Clause, is also enclosed as a part of
the said Report.
SUBSIDIARIES:
During the year under review, Hazoor Aambey Valley Developers Private
Limited (100%) and Hazoor Township Developers Private Limited
Subsidiary Companies are non- material, non-listed subsidiary companies
as defined under Clause 49 of the Listing Agreement entered into with
the Stock Exchanges. A statement pursuant to Section 212 of the
Companies Act, 1956 relating to Subsidiary Companies is attached to the
accounts.
Pursuant to the provision of Section 212(8) of the Companies Act, 1956,
the Ministry of Corporate Affairs vide its General Circular No: 2/2011
dated 8th February, 2011 has granted general exemption from attaching
the Balance Sheet, Profit & Loss Account, Report of the Board of
Directors and the Report of the Auditors of the Subsidiary Companies
with the Balance Sheet of the Company. A statement containing brief
financial details of the company''s subsidiaries for the financial year
ended March 31, 2013 is included in the Annual Report. Annual Accounts
of the subsidiary companies and the related detailed information will
be made available to the members for inspection at its registered
office. The company shall furnish a copy of details of annual accounts
of subsidiaries to any member on demand.
iv) that the Annual accounts have been prepared on a going concern
basis.
AUDITORS:
M/s G. R. Modi & Co., the auditor of the company retires as statutory
auditors at the conclusion of this Annual General Meeting and offers
themselves for re-appointment. A certificate from them has been
received to the effect that their re-appointment as statutory auditors,
if made, would be within the limits prescribed u/s 224(1 B) of the
Companies Act, 1956.
GENERAL SHAREHOLDER''S INFORMATION:
Detailed information in this regard is provided in this section
*General Shareholder''
Information as Annexure III.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE I
EARNINGS & OUTGO:
Additional information required under provision of the Section 217 (1)
(e) of the Companies Act, 1956, with the companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988, regarding
a). Conservation of Energy b). Technology Absorption is not applicable
as the Company is not carrying out any manufacturing operations. There
were no Foreign Exchange Earnings and outgo during the year. i
EMPLOYEES: ''
The professional pool of directors continue to be the biggest asset of
the Company. Your Company aims at creating a corporate culture that
respects people, develops and trains them to deliver high quality
performance with growth opportunities. The Board of the Company
comprises of highly qualified and experienced professionals from
various faculties like Architecture, finance, legal, and management.
Employee relations continue to be cordial During the year under
review, there was no employee employed throughout the financial year who
was in receipt of remuneration in excess of the limits prescribed under
section 217 (2A) of the Companies Act, 1956, read with companies
(Particulars of Employee) Rules, 1975.
GROUP:
Pursuant to an intimation from the promoters, the names of the
promoters and entities comprising ''Group" as defined under the
erstwhile Monopolies and restrictive Trade Practices (MRTP) Act, 1969
are disclosed in the Annual Report for the purpose of the erstwhile
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):
As a socially responsible organization, Hazoor Group has contributed
not only to the economic well being of the communities it interacts
ivith but has also enhanced their social well being. The Company has
been sponsoring time and again, the spiritual discourses and meditation
camps conducted by "Gurujee Rajendraji* an internationally acclaimed
spiritual guru for the benefit of the community at large. The company
also organizes poor feeding camps from time to time.
APPRECIATION:
Your Directors wish to place on record their sincere appreciation and
thanks for the valuable co-operation and support received from the
Registrar of Companies, Maharashtra, Regional Director, Western Region,
Ministry of Company Affairs, Company''s Bankers, financial
institutions, business associates, suppliers, consultants, customers,
contractors and shareholders at large and look forward to the same in
greater measure in the coming years. The Directors also leash to place
on record their appreciation of the unstained efforts and contributions
made by the Management Team and the employees of the Company at all
levels.
For and on behalf of the Board
Place: Mumbai Paresh Sampat
Date: August 02, 2013 Non-Executive Chairman
Aug 31, 2010
The Directors have pleasure in presenting their Eighteenth Annual
Report of the company together with the Audited Accounts for the year
ended August 31st, 2010.
FINANCIAL RESULTS:
The salient features of the Companys standalone and consolidated
financial results for the year under review are as follows:
(Rs. in Lacs)
STANDALONE CONSOLIDATED
31.08.2010 31.08.2009 31.08.2010 31.08.2009
Income from Operations NIL NIL 1490.75 NIL
Other Income 28.61 136.15 28.61 57.34
Total Income 28.61 136.15 1519.36 57.34
Profit / (Loss) before
Interest, (17.69) (169.42) 171.92 (248.22)
depreciation & impairment
and tax
Less: Interest and
Finance Charges 1.12 0.16 1.12 0.16
Less: Depreciation and
Impairment 13.44 1082.43 13.95 1082.43
Profit/(Loss) before tax (32.25) (1252.01) 156.85 (1330.81)
Less: Provision for tax 8.29 NIL 8.29 NIL
Profit / (Loss) after tax (40.54) (1252.01) 148.56 (1330.81)
Share of Profit from
Associates NIL NIL NIL 10.29
Profit / (Loss) for the
year (40.54) (1,252.01) 148.56 (1,320.52)
Paid Up Equity Share
Capital 1,015.00 1,015.00 1,015.00 1,015.00
PERFORMANCE REVIEW:
During the year under review, the total income of your company was
lower at Rs. 28.61 Lacs as against Rs. 136.15 lacs in the previous
year. The company has incurred Standalone operating loss before
interest, depreciation & impairment and tax of Rs. 17.69 lacs as
against operating loss of Rs. 169.42 Lacs in the previous year.
The consolidated revenue of the company was higher at Rs.1,519.36 lacs
as against Rs. 57.34 lacs in the previous year. The Consolidated
Operating Profit before interest, depreciation & impairment and tax is
Rs. 171.92 lacs in the current year as against operating loss of Rs
248.22 lacs in the previous year. The Consolidated Net profit was
Rs.148.56 lacs as against loss of Rs. 1,320.52 lacs in the previous
year.
APPROPRIATION:
During the year, Rs. 31.12 lacs have been appropriated from General
Reserves. In order to conserve resources for future growth, your
Directors do not recommend any dividend for the year under review.
CHANGES IN REGISTERED OFFICE:
The companys registered office is shifted from Hazoor House, Plot No.
3/2, Anand Nagar, Service Road, Off Pune à Banglore Highway, Pune-
411051 to Anandi, 68, TMV Colony Mukund Nagar, Off Pune-Satara
Road,Pune-411037 w.e.f. 29th November, 2010.
AUDITORS REPORT:
The observations made by the Auditors in their Report are Self
Explanatory and need no further elaboration u/s 217(3) of the Companies
Act, 1956.
CONSOLIDATED ACCOUNTS:
In accordance with Accounting Standard AS-21, AS-23 & AS-27 prescribed
by the Institute of Chartered Accountants of India, the Consolidated
Accounts of the Company and its Subsidiaries, Associates and Joint
Ventures along with Auditors Report thereon is annexed to this report.
FIXED DEPOSITS:
Your company has not invited or renewed deposits from the
public/shareholders in accordance with Section 58 A of the Companies
Act, 1956.
MANAGEMENTS DISCUSSION AND ANALYSIS (MD&A)
The details of the operations and future outlook of the Company are
given in the MD& A as per Annexure I
CORPORATE GOVERNANCE:
Your Company attaches considerable significance to good Corporate
Governance as an important step towards building investor confidence,
improve investors protection and maximize long term shareholder value.
As required by the Clause 49 of the Listing Agreement(s) entered into
with the Stock Exchange(s), a Compliance Report on Corporate Governance
is attached as per Annexure II. A certificate from the practicing
Company Secretary confirming compliance with the conditions of the
Clause 49 of the Listing Agreement(s) is also attached.
The Company is in compliance with the requirements and disclosures that
have to be made in this regard. In terms of sub-clause (v) of Clause 49
of the Listing Agreement, a certificate from CEO/CFO, inter alia,
confirming the correctness of the financial statements, adequacy of
internal control measures and reporting of matters to the Audit and
Compliance Committee in terms of the said Clause, is also enclosed as a
part of the said Report.
SUBSIDIARIES:
During the year under review, Hazoor Aambey Valley Developers Private
Limited and Hazoor Township Developers Private Limited Subsidiary
Companies are non-material, non-listed subsidiary companies as defined
under Clause 49 of the Listing Agreement entered into with the Stock
Exchanges. Hazoor Aambey Valley Developers Private Limited is wholly
owned subsidiary and Hazoor Township Developers Private Limited is a
(55%) subsidiary company. A statement pursuant to Section 212 of the
Companies Act, 1956 relating to Subsidiary Companies is attached to the
accounts. During the year, the company has divested its holding in
Hazoor Township Developers Pvt. Ltd. by 45% and 55% of its capital is
held by the company. This strategic divestment by the company has
augmented the financial resources of the subsidiary company and has
enabled it to scale up its operations in the field of Infrastructure &
Real Estate Development. In terms of the application made to Central
Government under Section 212(8) of the Companies Act, 1956, a copy of
the Balance Sheet, Profit & Loss Account, Report of the Board of
Directors and the Report of the Auditors of the Subsidiary Companies
have not been attached with the Balance Sheet of the Company. Annual
Accounts of the subsidiary companies and the related detailed
information will be made available to the investors for inspection at
its registered office.
JOINT VENTURE (J.V.):
The Companys subsidiary Hazoor Township Developers (HTD) are
developing a Real estate housing project through the Special Purpose
Vehicle M/s. "ZERO DEVELOPERS", who have formed a Joint Venture(A.O.P.)
viz. "HAZOOR HOMES" for carrying out the Real Estate Housing Projects
in the mid of City, near Sinhagad Road, Pune. The Housing Project will
comprise of affordable apartments and convenient shopping catering to
middle income group. The formal J. V. agreement between the landowners,
and the developers M/s. "ZERO DEVELOPERS" have been duly Registered for
formation of the J.V. "HAZOOR HOMES".
During the year M/s Hazoor Multi Corp. ceased to be J.V. of the company
w.e.f. 31st March, 2010.
ASSOCIATES:
The Company also operates its activities like Real Estate,
Infrastructure development activities through its associates. The
revenues will accrue to the company from its associates by way of its
share of profit which will be recognized at the year end as per
principles and procedures for consolidation as laid out in the
Accounting Standard-23 (AS-23) issued by the Institute of Chartered
Accountants of India (ICAI)/ Company (Accounting Standards) Rules,
2006.During the year M/s Land Aggregator & Realtors ceased to be
Associates of the company w.e.f.31st March, 2010.
DIRECTORS:
As per the Articles of Association of the company, Mr. Paresh Sampat
and Mr. Yuvraj Karan retire by rotation at this Annual General Meeting
and being eligible are proposed to be re- appointed. Profiles of these
Directors, as required by Clause 49 of the Listing Agreements are given
in the Section on ÃCorporate Governance.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act 1956, it is hereby
confirmed:
i) that in the preparation of the Annual accounts, the applicable
accounting standards have been followed and there has been no material
departure;
ii) that the selected accounting policies were applied consistently and
the Directors made judgments and estimate that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st August, 2010 and of the profit or loss of the
company for the year ended on that day;
iii) that proper and sufficient care has been taken for the maintenance
of the adequate accounting records in accordance with the provisions of
the Companies Act, 1956, for safeguarding the assets of the company and
or preventing and detecting fraud and other irregularities; and
iv) that the Annual accounts have been prepared on a going concern
basis.
AUDITORS:
M/s Ajmera Ajmera & Associates, the auditors of the company retires as
statutory auditors at the conclusion of this Annual General Meeting and
offers themselves for re-appointment. A certificate from them has been
received to the effect that their re-appointment as statutory auditors,
if made, would be within the limits prescribed u/s 224(1B) of the
Companies Act, 1956.
GENERAL SHAREHOLDERS INFORMATION:
Detailed information in this regard is provided in this section
ÃGeneral Shareholders Information as Annexure III.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO:
Additional Information required under provision of the Section 217 (1)
(e) of the Companies Act, 1956, with the companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988, regarding
a). Conservation of Energy b). Technology Absorption is not applicable
as the Company is not carrying out any manufacturing operations. There
were no Foreign Exchange Earnings and outgo during the year.
EMPLOYEES:
The professional pool of directors continues to be the biggest asset of
the Company. Your Company aims at creating a corporate culture that
respects people, develops and trains them to deliver high quality
performance and rewards talent and performance with growth
opportunities. The Board of the Company comprises of highly qualified
and experienced professionals from various faculties like engineering,
finance, legal, and management. Employee relations continue to be
cordial.
During the year under review ,there was no employee employed throughout
the financial year who was in receipt of remuneration in excess of the
limits prescribed under section 217 (2A) of the Companies Act, 1956,
read with companies (Particulars of Employee) Rules, 1975.
GROUP:
Pursuant to an intimation from the promoters, the names of the
promoters and entities comprising "Group" as defined under the
Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are
disclosed in the Annual Report for the purpose of the SEBI(Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):
As a socially responsible organization, Hazoor Group has contributed
not only to the economic well being of the communities it interacts
with but has also enhanced their social well being. The Company has
been sponsoring time and again, the spiritual discourses and meditation
camps conducted by "Guru Rajendraji" an internationally acclaimed
spiritual guru for the benefit of the community at large.
APPRECIATION:
Your Directors wish to place on record their sincere appreciation and
thanks for the valuable co-operation and support received from the
Registrar of Companies, Maharashtra, Regional Director, Western Region,
Ministry of Company Affairs, Companys bankers, financial institutions,
business associates, suppliers, consultants, customers, contractors and
shareholders at large and look forward to the same in greater measure
in the coming years. The Directors also wish to place on record their
appreciation of the unstained efforts and contributions made by the
Management Team and the employees of the Company at all levels.
For and on behalf of the Board
Place: Mumbai V.I. Garg
Date: 31.01.2011 CEO,Director
Aug 31, 2009
The Directors have pleasure in presenting their Seventeenth Annual
Report of the company together with the Audited Accounts for the year
ended August 31st, 2009.
FINANCIAL RESULTS:
The salient features of the Companys standalone and consolidated
financial results for the year under review are as follows:
(Rs. In Lacs)
STANDALONE CONSOLIDATED
31.08.2009 31.08.2008 31.08.2009 31.08.2008
Income from Operations NIL 2060.90 NIL 1548.90
Other Income 136.15 58.85 57.34 58.85
Total Income 136.15 2,119.75 57.34 1,607.75
Profit / (Loss) (before
Interest, (169.42) 503.37 (248.22) 248.16
depreciation and tax
Less: Interest and Finance
Charges 0.16 14.49 0.16 14.49
Less: Depreciation 11.83 38.67 11.83 38.67
Profit/(Loss) before tax (181.40) 450.22 (260.21) 195.00
Less: Provision for tax NIL 43.76 NIL 43.76
Profit / (Loss) after tax (181.40) 406.46 (260.21) 151.24
Less: Exceptional item 1,070.61 NIL 1,070.61 NIL
Less : Prior Period
adjustments Nil 286.55 NIL 286.55
Share of Profit from
Associates 10.29 11.97
Profit / (Loss) for the
year (1,252.01) 119.91 (1,320.52) (123.33)
Paid Up Equity Share
Capital 1,015.00 1,001.00 1,015.00 1,001.00
PERFORMANCE REVIEW:
During the year under review, the total income of your company was
lower at Rs.136.15 lacs as against Rs. 2,119.75 lacs in the previous
year. The company has incurred Standalone operating loss before
interest, depreciation and tax of Rs. 169.42 lacs as against operating
profit of Rs. 503.37 lacs in the previous year. The impairment loss of
Rs. 1070.61 lacs is charged to the profit and loss account as
exceptional item in the current year and the Standalone net loss stood
at Rs. 1252.01 lacs as against net profit of Rs. 119.91 lacs in the
previous year.
The consolidated revenue of the company was lower at Rs. 57.34 lacs as
against Rs. 1607.75 lacs in the previous year. The Consolidated
Operating loss before interest, depreciation and tax is Rs. 248.22 lacs
in the current year as against operating profit of Rs. 248.16 lacs in
the previous year. The Consolidated Net loss was higher at Rs. 1320.52
lacs as against Rs. 123.33 lacs in the previous year after adjustment
of impairment of loss of Rs. 1070.61 lacs in the current year.
APPROPRIATION:
NIL amounts (Previous year Rs. 12.00 lacs) are credited to General
Reserves. In order to conserve resources for future growth, your
Directors do not recommend any dividend for the year under review.
CHANGES IN SHARE CAPITAL:
During the year, Company has made an allotment of 3,50,000 Equity
Shares of Rs.4/- at a premium of Rs 12/- each upon conversion of
equivalent number of Share Warrants issued on preferential basis, and
issue proceeds of Rs. 50.40 lacs have been deployed as per the objects
of the issue.
During the year, Board had approved to extinguish 46, 25,000 share
warrants and forfeited an amount of Rs. 74.00 Lacs as per terms and
conditions of issue of share warrants, as warrant holders had not
exercised their rights to convert warrants into shares within 18 months
of the issue.
CHANGE IN REGISTERED OFFICE
The Company has shifted its Registered office from 215, 2nd Floor,
Raheja Plaza, behind Fun Republic, Off Link Road, Andheri West, Mumbai
400 053 to 6/B Knox Plaza, Mindspace, Malad west, Mumbai 400 064 with
effect from August 31, 2009.
AUDITORS REPORT:
The observations made by the Auditors in their Report are Self
Explanatory and need no further elaboration u/s 217(3) of the Companies
Act, 1956.
CONSOLIDATED ACCOUNTS:
In accordance with Accounting Standard AS-21, AS-23 & AS-27 prescribed
by the Institute of Chartered Accountants of India, the Consolidated
Accounts of the Company and its Subsidiaries, Associates and Joint
Ventures along with Auditors Report thereon is annexed to this report.
FIXED DEPOSITS:
Your company has not invited or renewed deposits from the
public/shareholders in accordance with Section 58 A of the Companies
Act, 1956.
INFORMATION TECHNOLOGY:
The Company is planning to implement a comprehensive ERP package to
better manage its systems and processes. This ERP will be implemented
across the organization integrating the work of various departments,
line function, improve management information systems and enable better
management control of operations and activities.
MANAGEMENTS DISCUSSION AND ANALYSIS (MD&A)
The details of the operations and future outlook of the Company are
given in the MD&A as per Annexure I
CORPORATE GOVERNANCE:
As required by the Clause 49 of the Listing Agreement(s) entered into
with the Stock Exchange(s), a Compliance Report on Corporate Governance
is attached as per Annexure II. A certificate from the Statutory
Auditors of the Company, M/s. S.M.Shidhaye & Co. confirming compliance
with the conditions of the Clause 49 of the Listing Agreement(s) is
also attached.
Your Company attaches considerable significance to good Corporate
Governance as an important step towards building investor confidence,
improve investors protection and maximize long term shareholder value.
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a compliance report on Corporate Governance has been annexed
hereto as Annexure II.
The Company is in compliance with the requirements and disclosures that
have to be made in this regard. The Auditors Certificate on compliance
with Corporate Governance requirements by the Company forms part of the
said report. In terms of sub-clause (v) of Clause 49 of the Listing
Agreement, a certificate from CEO/CFO, inter alia, confirming the
correctness of the financial statements, adequacy of internal control
measures and reporting of matters to the Audit and Compliance Committee
in terms of the said Clause, is also enclosed as a part of the said
Report.
SUBSIDIARIES:
During the year under review, Hazoor Aambey Valley Developers Private
Limited and Hazoor Township Developers Private Limited Subsidiary
Companies are non-material, non-listed subsidiary companies as denned
under Clause 49 of the Listing Agreement entered into with the Stock
Exchanges and they are wholly owned subsidiaries. A statement pursuant
to Section 212 of the Companies Act, 1956 relating to Subsidiary
Companies is attached to the accounts.
In terms of the application made to Central Government under Section
212(8) of the Companies Act, 1956, a copy of the Balance Sheet, Profit
& Loss Account, Report of the Board of Directors and the Report of the
Auditors of the Subsidiary Companies have not been attached with the
Balance Sheet of the Company. Annual Accounts of the subsidiary
companies and the related detailed information will be made available
to the investors for inspection at its registered office.
ASSOCIATES:
The Company also operates its activities like Real Estate and
Infrastructure development activities through its associates.
The revenues will accrue to the company from its associates by way of
its share of profit which will be recognized at the year end as per
principles and procedures for consolidation as laid out in the
Accounting Standard-23 (AS-23) issued by the Institute of Chartered
Accountants of India (ICAI)/ Company (Accounting Standards) Rules,
2006.
JOINT VENTURE:
The Management of the Company had formed Special Purpose Vehicles (SPV)
in Joint Venture namely "Hazoor City Developers with Bansal Builders.
The said Joint Venture has implemented Real Estate Residential Complex
at Pune. The construction work of Residential Complex comprising of 11
storied Towers viz. HIGH LIFE at Pune, is at advance stage of
completion and possession will be handed over on obtaining Building
Completion Certificate (B.C.C.) from the corporation. This Revenue from
J.V. Project will be recognized in the books of J.V. and it will be
shown in the consolidated financial results in the forthcoming
financial year of the company, in accordance with the principles and
procedures set out in Accounting Standard AS-27 - Financial Reporting
of Interest in Joint Ventures.
DIRECTORS:
As per the Articles of Association of the company, Mr. V.I.Garg and Mr.
Vineet Garg who retire by rotation at this Annual General Meeting and
being eligible offer themselves for re- appointment. The Board of
Directors recommends their re-appointment. Profiles of these Directors,
as required by Clause 49 of the Listing Agreements are given in the
Section on Corporate Governance.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act 1956, it is hereby
confirmed:
i) that in the preparation of the Annual accounts, the applicable
accounting standards have been followed and there has been no material
departure;
ii) that the selected accounting policies were applied consistently
and the Directors made judgments and estimate that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st August, 2009 and of the profit or loss of
the company for the year ended on that day;
iii) that proper and sufficient care has been taken for the maintenance
of the adequate accounting records in accordance with the provisions of
the CompaniesAct, 1956, for safeguarding the assets of the company and
or preventing and detecting fraud and other irregularities; and
iv) that the Annual accounts have been prepared on a going concern basis.
AUDITORS:
M/s S M Shidhaye & Co., Chartered Accountants were appointed as
Statutory Auditors of the Company for the year ended August, 2009. The
term of their appointment expires at the conclusion of this AGM. They
expressed their inability to continue as Auditors.
In view of the above, the board of directors at its meeting held on
20th January, 2010, proposed the appointment of M/s Ajmera Ajmera &
Associates, Chartered Accountants as the statutory auditor of the
company in the place of the retiring statutory auditor M/s S. M.
Shidhaye & Co., Chartered Accountants and further recommended subject
to approval by members to appoint such qualified persons to audit the
accounts of the company. The Company has duly received communication
from proposed statutory auditor that there appointment if made shall be
within the limits prescribed under section 224 of the companies act,
1956 (The Act) and they do not suffer any disqualifications as laid
down in section 226 of the act.
GENERAL SHAREHOLDERS INFORMATION:
Detailed information in this regard is provided in this section
General Shareholders Information as Annexure III.
SECRETARIAL COMPLIANCE REPORT:
As a reflection of your Companys commitment to transparency, the Board
is pleased to enclose the Secretarial Compliance Report for the
financial year 2008-2009 as a part of this Directors Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS 8b OUTGO:
Since your company does not own any manufacturing facility, the
requirements pertaining to disclosure of particulars relating to
conservation of energy, research and development and technology
absorption, as prescribed under the Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988 are not
applicable. There were no Foreign Exchange Earnings and outgo during
the year.
EMPLOYEES:
Human resources continue to be the biggest asset of the Company. Your
Company aims at creating a corporate culture that respects people,
develops and trains them to deliver high quality performance and
rewards talent and performance with growth opportunities. The staff
strength of the Company comprises of few selected highly qualified and
experienced professionals from various faculties like engineering,
finance, legal, and management. Employee relations continue to be
cordial.
During the year under review .there was no employee employed throughout
the financial year who was in receipt of remuneration in excess of the
limits prescribed under section 217 (2A) of the Companies Act, 1956,
read with companies (Particulars of Employee) Rules, 1975.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):
As a socially responsible organization, Hazoor Group has contributed
not only to the economic well being of the communities it interacts
with but has also enhanced their social well being. The Company has
been sponsoring time and again, the spiritual discourses and meditation
camps conducted by "Guru Rajendraji" an internationally acclaimed
spiritual guru for the benefit of the community at large.
ACKNOWLEDGEMENT:
The Board of directors places on record its sincere appreciation for
the dedicated efforts put in by all employees, their commitment and
contribution at all levels, in most difficult and challenging
environment during the year. Your Directors would like to record their
sincere appreciation for the support and co-operation that your Company
received from all the distributors, suppliers and business associates
whom your company regards as partners in progress.
Your Directors wish to place on record their sincere appreciation and
thanks for the valuable co-operation and support received from the
Registrar of Companies, Maharashtra, Regional Director, Western Region,
Ministry of Company Affairs, Companys bankers, financial institutions,
and shareholders at large and look forward to the same in greater
measure in the coming years.
For and on behalf of the Board
Place: Mumbai V.I. Garg
Date: 20th January, 2010 CEO, Director
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